Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.

NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 24, 2007

To our Stockholders:

You are cordially invited to attend our Annual Meeting of
Stockholders, which will be held on Thursday, May 24, 2007,
at 9:00 a.m., New York City time, in The Auditorium at The
Equitable Center, 787 Seventh Avenue, New York, New York 10019.
The annual meeting is being held to:

1.

Elect eight directors.

2.

Ratify the appointment of Ernst & Young LLP as our
independent registered public accountants for 2007.

3.

Transact any other business that may properly come before the
meeting and any adjournments thereof.

Only stockholders of record at the close of business on
April 5, 2007 are entitled to vote at the annual meeting. A
list of stockholders entitled to vote will be available for
examination for the ten days prior to the annual meeting,
between the hours of 9:00 a.m. and 4:00 p.m., New York
City time, at our offices at 1221 Avenue of the Americas,
36th Floor, New York, New York 10020.

Whether or not you expect to attend in person, we urge you to
vote your shares via the Internet, by phone, or by signing,
dating, and returning the enclosed proxy card at your earliest
convenience. This will ensure the presence of a quorum at the
meeting. If you wish to vote your shares by mail, an addressed
envelope for which no postage is required if mailed in the
United States is enclosed.

Voting over the Internet or by telephone is fast, convenient,
and your vote is immediately confirmed and tabulated. Most
important, by using the Internet or telephone, you help us
reduce postage and proxy tabulation costs. Please do not return
the enclosed paper ballot if you are voting over the Internet or
by telephone.

Instead of receiving future copies of our proxy statement and
annual report materials by mail, most stockholders can elect to
receive an
e-mail that
will provide electronic links to them. Opting to receive your
proxy materials online will save us the cost of producing and
mailing documents to you and will also give you an electronic
link to the proxy voting site. Please see page 2
(How can I access the proxy materials and annual report
on the Internet?) of this proxy statement for
instructions on receiving your materials by
e-mail.

If You
Plan to Attend

Please note that space limitations make it necessary to limit
attendance to stockholders. Admission to the meeting will be on
a first-come, first-served basis. Stockholders holding stock in
brokerage accounts (street name holders) will need
to bring a copy of a brokerage statement reflecting stock
ownership as of the record date to enter the meeting. Cameras,
recording devices and other electronic equipment will not be
permitted in the meeting.

This proxy statement contains information related to the annual
meeting of stockholders of Sirius Satellite Radio Inc. to be
held on Thursday, May 24, 2007, beginning at
9:00 a.m., New York City time, in The Auditorium at The
Equitable Center, 787 Seventh Avenue, New York, New York 10019,
and at any postponements or adjournments thereof. This proxy
statement and the accompanying proxy card is being mailed to
stockholders on or about April 23, 2007.

A copy of our Annual Report on
Form 10-K
for the year ended December 31, 2006 as filed with the
Securities and Exchange Commission, except for exhibits, will be
furnished without charge to any stockholder upon written request
to Sirius Satellite Radio Inc., Attention: Corporate Secretary,
1221 Avenue of the Americas, 36th Floor, New York, New York
10020.

Only stockholders of record at the close of business on
April 5, 2007, the record date for the meeting, are
entitled to receive notice of and to participate at the annual
meeting. If you were a stockholder of record on that date, you
will be entitled to vote all of the shares that you held on that
date at the meeting, or any postponements or adjournments of the
meeting.

Subject to space availability, all stockholders as of the record
date, or their duly appointed proxies, may attend the meeting.
Since seating is limited, admission to the meeting will be on a
first-come, first-served basis. Registration and seating will
begin at 8:30 a.m., New York City time.

If you are a registered stockholder (that is, if you hold your
stock in certificate form or participate in the Sirius Satellite
Radio Inc. 401(k) Savings Plan), an admission ticket is enclosed
with your proxy card. If you wish to attend the annual meeting,
please vote your proxy but keep the admission ticket and bring
it with you to the annual meeting.

If your shares are held in street name (that is,
through a bank, broker or other holder of record) and you wish
to attend the annual meeting, you need to bring a copy of a bank
or brokerage statement to the annual meeting reflecting your
stock ownership as of the record date.

The presence at the meeting, in person or by proxy, of the
holders of a majority of the common stock outstanding on the
record date will constitute a quorum, permitting the meeting to
conduct its business. As of the record date,
1,461,121,652 shares of our common stock were outstanding.

Via the Internet: Stockholders may vote through the
Internet at www.proxypush.com/siri by following the
instructions included with your proxy card.



By Telephone: Stockholders may vote by telephone
(1-866-785-4033) by following the instructions included with
your proxy card.



By Mail: Stockholders may sign, date and return their
proxy cards in the pre-addressed, postage-paid envelope that is
provided.



At the Meeting: If you attend the annual meeting, you may
vote in person by ballot, even if you have previously returned a
proxy card.

If your shares are held in street name, through a
broker, bank or other nominee, that institution will send you
separate instructions describing the procedure for voting your
shares. Street name stockholders who wish to vote at
the meeting will need to obtain a proxy form from the
institution that holds their shares.

If your shares are held in street name, please check
your proxy card or contact your broker or nominee to determine
whether you will be able to vote by telephone or electronically.
The deadline for voting by telephone or electronically is
5:00 p.m., New York City time, on Wednesday, May 23,
2007.

If you are a registered stockholder (that is, if you hold your
stock in certificate form or participate in the Sirius Satellite
Radio Inc. 401(k) Savings Plan), you may vote by telephone
(1-866-785-4033), or electronically through the Internet at
www.proxypush.com/siri, by following the instructions
included with your proxy card.

This proxy statement and our annual report are available on our
website at www.sirius.com. Instead of receiving future
copies of our proxy statement and annual report materials by
mail, most stockholders can elect to receive an
e-mail that
will provide electronic links to them. Opting to receive your
proxy materials online will save us the cost of producing and
mailing documents to you and will also give you an electronic
link to the proxy voting site.

Registered Stockholders: If you vote on the Internet at
www.proxypush.com/siri simply follow the prompts for
enrolling in the electronic proxy delivery service. You also may
enroll in the electronic proxy delivery service at any time in
the future by going directly to www.giveconsent.com/siri
and following the enrollment instructions.

Beneficial Owners: If your shares are held in
street name, through a broker, bank or other
nominee, you also may have the opportunity to receive copies of
these documents electronically. You may enroll in the electronic
proxy delivery service at any time in the future by going
directly to http://enroll.icsdelivery.com/siri and
following the enrollment instructions. Please check the
information provided in the proxy materials mailed to you by
your bank or other holder of record regarding the availability
of this service.

As permitted by the Securities Exchange Act of 1934, as amended,
only one copy of this proxy statement and our annual report is
being delivered to stockholders residing at the same address,
unless the stockholders have notified us of their desire to
receive multiple copies of our proxy statement. This is known as
householding.

We will promptly deliver, upon oral or written request, a
separate copy of this proxy statement to any stockholder
residing at an address to which only one copy was mailed.
Requests for additional copies for this year or future years
should be directed to: Sirius Satellite Radio Inc., Attention:
Corporate Secretary, 1221 Avenue of the Americas,
36th Floor, New York, New York 10020.

Stockholders of record residing at the same address and
currently receiving multiple copies of this proxy statement may
contact our Corporate Secretary to request that only a single
copy of our proxy statement be mailed in the future.

Yes. You may change your vote at any time before your shares are
voted at the annual meeting by:



Notifying our Corporate Secretary, Patrick L. Donnelly, in
writing at Sirius Satellite Radio Inc., 1221 Avenue of the
Americas, 36th Floor, New York, New York 10020 that you are
revoking your proxy; or



Executing and delivering a later dated proxy card or submitting
a later dated vote by telephone or the internet; or



Voting in person at the annual meeting.

However, if you have shares held through a brokerage firm, bank
or other custodian, you may revoke your instructions only by
informing the custodian in accordance with any procedures it has
established.

The affirmative vote of a plurality of the votes cast at the
meeting is required for the election of directors. A properly
executed proxy marked Withhold Authority with
respect to the election of one or more directors will not be
voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether
there is a quorum. An affirmative vote of a majority of all the
votes cast is needed to ratify the appointment of
Ernst & Young LLP as our independent registered public
accountants.

You will be designating Patrick L. Donnelly, our Executive Vice
President, General Counsel and Secretary, and Ruth A. Ziegler,
our Deputy General Counsel, as your proxies. However, you may
appoint a person (who need not be a stockholder) other than
Patrick L. Donnelly and Ruth A. Ziegler to represent you at the
meeting by completing another proper proxy.

Your proxy will vote according to your instructions. If you
complete your proxy card but do not indicate your vote on one or
all of the business matters, your proxy will vote
FOR these items. Also, your proxy is authorized to
vote on any other business that properly comes before the annual
meeting in accordance with the recommendation of our board of
directors.

If any of the nominees becomes unavailable for election, which
we do not expect, votes will be cast for such substitute nominee
or nominees as may be designated by our board of directors,
unless our board of directors reduces the number of directors on
our board.

SIRIUS is soliciting your proxy. The cost of soliciting proxies
will be borne by SIRIUS, which has engaged MacKenzie Partners,
Inc. to assist in the distribution and solicitation of proxies.
We have agreed to pay MacKenzie $10,000 plus reimburse the firm
for its reasonable
out-of-pocket
expenses. SIRIUS will also reimburse brokerage firms, banks and
other custodians for their reasonable
out-of-pocket
expenses for forwarding these proxy materials to you. Our
directors, officers and employees may solicit proxies on our
behalf by telephone or in writing.

To be eligible for inclusion in our proxy statement and form of
proxy for next years annual meeting, stockholder proposals
must be submitted in writing by the close of business on
December 24, 2007 to Patrick L. Donnelly, Executive Vice
President, General Counsel and Secretary, Sirius Satellite Radio
Inc., 1221 Avenue of the Americas, 36th Floor, New York,
New York 10020.

If any proposal that is not submitted for inclusion in next
years proxy statement (as described in the preceding
paragraph) is instead sought to be presented directly at next
years annual meeting, the proxies may vote in their
discretion if (a) we receive notice of the proposal before
the close of business on March 9, 2008 and advise
stockholders in next years proxy statement about the
nature of the matter and how management intends to vote on such
matter or (b) we do not receive notice of the proposal
prior to the close of business on March 9, 2008. Notices of
intention to present proposals at next years annual
meeting should be addressed to Patrick L. Donnelly, Executive
Vice President, General Counsel and Secretary, Sirius Satellite
Radio Inc., 1221 Avenue of the Americas, 36th Floor, New
York, New York 10020.

The following table sets forth information regarding beneficial
ownership of our common stock as of February 28, 2007 by
each person known by us to be the beneficial owner of more than
5% of our outstanding common stock. In general, beneficial
ownership includes those shares a person has the power to
vote or transfer, and options to acquire our common stock that
are exercisable currently or become exercisable within
60 days. We believe that the beneficial owners of the
common stock listed below, based on information furnished by
these owners, have sole investment and voting power with respect
to these shares.

Shares Beneficially

Owned as of

Name and Address of Beneficial

February 28, 2007

Owner of Common Stock

Number

Percent

Apollo Investment Fund IV,
L.P.(1)

95,707,857

6.6

%

Apollo Overseas Partners IV, L.P.

Two Manhattanville Road
Purchase, New York 10577

(1)

This information is based upon an
amendment to Schedule 13D filed by Apollo Investment
Fund IV, L.P., Apollo Overseas Partners IV, L.P. and Apollo
Advisors IV, L.P. on November 23, 2005.

The following table shows the number of shares of common stock
beneficially owned by each of our directors, our Chief Executive
Officer, our Chief Financial Officer and the three other most
highly compensated executive officers as of February 28,
2007. The table also shows common stock beneficially owned by
all of our directors and executive officers as a group as of
February 28, 2007.

Shares

Name of

Number of Shares

Percent

Acquirable

Beneficial Owner

Beneficially
Owned(1)

of Class

within 60 days

Leon D.
Black(2)

71,793

*



Joseph P.
Clayton(3)

8,800,785

*



Lawrence F. Gilberti

201,078

*



James P. Holden

205,040

*



Warren N. Lieberfarb

109,765

*



Michael J. McGuiness

103,140

*



James F.
Mooney(4)

125,538

*



Mel Karmazin

18,515,371

1.3

%



Scott A. Greenstein

3,547,420

*

450,000

James E. Meyer

2,350,768

*



Patrick L. Donnelly

2,003,015

*



David J.
Frear(5)

1,916,060

*



All Executive Officers and
Directors as a Group
(12
persons)(6)

37,949,773

2.6

%

450,000

*

Less than 1% of our outstanding
shares of common stock.

(1)

These amounts include shares of
common stock, restricted shares of common stock and restricted
stock units which the individuals hold and shares of common
stock they have a right to acquire within the next 60 days
through the exercise of stock options as shown in the last
column. Also included are the shares of common stock acquired
under our 401(k) savings plan as of February 28, 2007:
Mr. Karmazin  15,371 shares;
Mr. Greenstein  7,795 shares;
Mr. Meyer  6,894 shares;
Mr. Donnelly  5,038 shares; and
Mr. Frear  11,638 shares.

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our directors and executive officers and
persons who own more than 10% of our common stock to file
reports of ownership of our common stock and changes in such
ownership with the Securities and Exchange Commission, or the
SEC. Based on our records and other information, we believe that
all Section 16(a) forms required to be filed during 2006
were filed on a timely basis and in compliance with the
requirements of Section 16(a).

The business and affairs of SIRIUS are managed by or under the
direction of our board of directors. Our board reviews and
ratifies senior management selection and compensation, monitors
overall corporate

 Develops and
implements policies and practices relating to corporate
governance
 Reviews and monitors implementation of our policies
and procedures
 Assists in developing criteria for open positions on
the board of directors
 Reviews background information on potential
candidates and makes recommendations to the board of directors
 Makes recommendations to the board of directors with
respect to committee assignments

Our Nominating and Corporate Governance Committee reviews
possible candidates for the board and is responsible for
overseeing matters of corporate governance, including the
evaluation of performance and practices of the board of
directors, the boards committees, management succession
plans and executive resources. The Nominating and Corporate
Governance Committee considers suggestions from many sources,
including stockholders, for possible directors. Such
suggestions, together with appropriate biographical information,
should be submitted to our Corporate Secretary, Sirius Satellite
Radio Inc., 1221 Avenue of the Americas, 36th Floor, New
York, New York 10020. Candidates who are suggested by our
stockholders are evaluated by the Nominating and Corporate
Governance Committee in the same manner as are other possible

candidates. During 2006, our board of directors did not retain
any third parties to assist in the process of identifying and
evaluating potential nominees for our board of directors.

In its assessment of each potential candidate, including those
recommended by stockholders, the Nominating and Corporate
Governance Committee will take into account all factors it
considers appropriate, which may include (a) ensuring that
the board of directors, as a whole, is diverse and consists of
individuals with various and relevant career experience,
relevant technical skills, industry knowledge and experience,
financial expertise (including expertise that could qualify a
director as a financial expert, as that term is
defined by the rules of the SEC), local or community ties and
(b) minimum individual qualifications, including strength
of character, mature judgment, familiarity with our business and
related industries, independence of thought and an ability to
work collegially. The Nominating and Corporate Committee also
may consider the extent to which the candidate would fill a
present need on the board of directors.. After conducting an
initial evaluation of a candidate, the Nominating and Corporate
Governance Committee will interview that candidate if it
believes the candidate might be suitable to be a director and
may also ask the candidate to meet with other directors and
management. If the Nominating and Corporate Governance Committee
believes a candidate would be a valuable addition to the board
of directors, it will recommend to the full board that
candidates election.

Joseph P. Clayton serves as chairman of our board of directors.
The chairman of our board organizes the work of the board and
ensures that the board has access to sufficient information to
enable the board to carry out its functions, including
monitoring the Companys performance and the performance of
management. In carrying out this role, the chairman, among other
things, presides over meetings of the board of directors,
establishes the agendas of each meeting of the board in
consultation with our Chief Executive Officer, and oversees the
distribution of information to directors.

Our board reviews the independence of our directors annually.
The provisions of our Corporate Governance Guidelines
regarding director independence meet, and in some areas
exceed, the listing standards of the NASDAQ Global Select
Market. A copy of the Guidelines is available on our
website at www.sirius.com.

Pursuant to the Guidelines, the board undertook its
annual review of director independence in April 2007. As part of
this review, we reviewed written questionnaires submitted by
each director. The questionnaires were designed to uncover
transactions and relationships between each director and members
of his immediate family and SIRIUS, other directors, members of
our senior management and our affiliates.

As a result of this review, the board determined that all of the
directors nominated for election at the annual meeting are
independent of the Company and its management under the
standards set forth in our Guidelines, with the exception
of Mel Karmazin and Joseph P. Clayton. Mr. Karmazin is
considered an inside director because of his employment as our
Chief Executive Officer. Mr. Clayton is considered an
inside director because of his prior employment as our Chief
Executive Officer.

The board has also determined that all of the members of the
Audit Committee are financially literate and meet the
independence requirements mandated by the applicable NASDAQ
listing standards, Section 10A(m)(3) of the Securities and
Exchange Act of 1934 and our Guidelines. The board of
directors has determined that all of the members of the
Compensation Committee meet the independence requirements
mandated by the applicable NASDAQ listing standards, the rules
of the SEC and the Internal Revenue Service applicable to
serving on the Compensation Committee and our Guidelines.
The board of directors has determined that all of the members of
the Nominating and Corporate Governance Committee meet the
independence requirements mandated by the NASDAQ listing
standards applicable to serving on the Nominating and Corporate
Governance Committee and our Guidelines.

We have adopted a written policy and written procedures for the
review, approval and monitoring of transactions involving the
Company and related persons. For the purposes of the
policy, related persons include executive officers,
directors and director nominees or their immediate family
members, or stockholders owning five percent or greater of our
outstanding common stock.

Our related person transaction policy requires:



that any transaction in which a related person has a material
direct or indirect interest and which exceeds $120,000, such
transaction referred to as a related person
transaction, and any material amendment or modification to a
related person transaction, be reviewed and approved or ratified
by a committee of the board of directors composed solely of
independent directors who are disinterested or by the
disinterested members of the board of directors; and



that any employment relationship or transaction involving an
executive officer and any related compensation must be approved
by the Compensation Committee of the board of directors or
recommended by the Compensation Committee to the board of
directors for its approval.

In connection with the review and approval or ratification of a
related person transaction, management must:



disclose to the committee or disinterested directors, as
applicable, the material terms of the related person
transaction, including the approximate dollar value of the
amount involved in the transaction, and all the material facts
as to the related persons direct or indirect interest in,
or relationship to, the related person transaction;



advise the committee or disinterested directors, as applicable,
as to whether the related person transaction complies with the
terms of our agreements governing our material outstanding
indebtedness that limit or restrict our ability to enter into a
related person transaction;



advise the committee or disinterested directors, as applicable,
as to whether the related person transaction will be required to
be disclosed in our SEC filings. To the extent required to be
disclosed, management must ensure that the related person
transaction is disclosed in accordance with SEC rules; and



advise the committee or disinterested directors, as applicable,
as to whether the related person transaction constitutes a
personal loan for purposes of Section 402 of
the Sarbanes-Oxley Act of 2002.

In addition, the related person transaction policy provides that
the Compensation Committee, in connection with any approval or
ratification of a related person transaction involving a
non-employee director or director nominee, should consider
whether such transaction would compromise the director or
director nominees status as an independent,
outside, or non-employee director, as
applicable, under the rules and regulations of the SEC, NASDAQ
and Internal Revenue Code.

During 2006, we did not enter into any transactions with related
persons that were subject to our related person transaction
policy.

Our board of directors has determined that James F. Mooney, the
chairman of the Audit Committee and a independent director, is
qualified as an audit committee financial expert
within the meaning of SEC regulations, and he has accounting and
related financial management expertise within the meaning of the
listing standards of the NASDAQ.

During 2006, there were six meetings of our board of directors.
Each director attended more than 75% of the total number of
meetings of the board and meetings held by committees on which
he served. Directors are encouraged to attend the annual meeting
of stockholders. Messrs. Clayton, Gilberti, Holden and
Karmazin attended and participated in our 2006 annual meeting of
stockholders.

Directors who are also our employees do not receive any
compensation for their services as directors. Currently, each
member of our board of directors who is not employed by us
receives an annual retainer of $80,000 payable in the following
manner:



$24,000 in the form of cash, restricted stock units, options to
purchase our common stock, or any combination thereof, at the
election of the director; and



$56,000 in the form of restricted stock units, options to
purchase our common stock, or any combination thereof, at the
election of the director.

Any director who fails to attend at least 75% of the meetings of
the board of directors in any given year, forfeits 25% of his or
her compensation that is payable in cash. During 2006, all of
our directors attended over 75% of the meetings of our board of
directors.

Each director who serves as chair of a committee of the board of
directors receives an additional payment of $20,000. These fees
are payable in the form of cash, restricted stock units, options
to purchase our common stock, or any combination thereof, at the
election of the director.

All options to purchase common stock awarded to our directors
vest over a four-year period, and all restricted stock units
awarded to our directors vest on the date that is one year
following the directors resignation, retirement from the
board of directors or failure to be re-elected for any reason
whatsoever.

We also pay reasonable travel and accommodation expenses of
directors in connection with their participation in meetings of
the board of directors. For more information on the compensation
of our directors, see Executive Compensation 
Director Compensation Table for 2006.

On November 18, 2004, Joseph P. Clayton relinquished his
role as our Chief Executive Officer and became chairman of our
board of directors. Mr. Clayton remained an employee
through June 30, 2005. In February 2006, the Compensation
Committee of our board of directors awarded Mr. Clayton a
$300,000 cash bonus for his work as an employee during 2005. We
provide Mr. Clayton medical, dental, vision, and life
insurance. In 2006, Mr. Clayton did not receive any
compensation for serving on our board of directors.

Stockholders may communicate directly with our board of
directors, or specified individual directors, according to the
procedures described on our website at www.sirius.com.

Our Corporate Secretary reviews all correspondence to our
directors and forwards to the board a summary
and/or
copies of any such correspondence that, in the opinion of the
Corporate Secretary, deals with the functions of the board or
committees thereof or that he otherwise determines requires
their attention. Directors may at any time review all
correspondence received by us that is addressed to members of
our board.

In addition, the Audit Committee has established procedures for
the receipt, retention and treatment, on a confidential basis,
of complaints received by us, our board of directors and the
Audit Committee regarding accounting, internal accounting
controls or auditing matters, and the confidential, anonymous
submissions by employees of concerns regarding questionable
accounting or auditing matters. These procedures are available
upon request.

Our board of directors has adopted Corporate Governance
Guidelines which set forth a flexible framework within which
the board, assisted by its committees, directs our affairs. The
Guidelines cover, among other things, the composition and
functions of our board of directors, director independence,
management succession and review, committee assignments and
selection of new members of our board of directors. A copy of
the Guidelines is available on our website at
www.sirius.com.

Our board of directors has also adopted a Code of Ethics,
which is applicable to all our employees, including our chief
executive officer, principal financial officer and principal
accounting officer.

Our Code of Ethics is available on our website at
www.sirius.com and in print to any stockholder who
requests it from our Corporate Secretary. If we amend or waive
the Code of Ethics with respect to our chief executive
officer, principal financial officer or principal accounting
officer, we will post the amendment or waiver at this location
on our website.

The following Report of the Audit Committee does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any other filing by us under the
Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent we specifically incorporate this Report by
reference therein.

The SEC rules require us to include in this proxy statement a
report from the Audit Committee of our board of directors. The
following report concerns the Audit Committees activities
regarding oversight of our financial reporting and auditing
process.

The Audit Committee is comprised solely of independent
directors, as defined in the Marketplace Rules of the NASDAQ
Global Select Market and under Securities Exchange Act
Rule 10A-3(b)(1),
and it operates under a written charter adopted by our board of
directors. A copy of the Audit Committees charter is
available on our website at www.sirius.com. The
composition of the Audit Committee, the attributes of its
members and the responsibilities of the Audit Committee, as
reflected in its charter, are intended to be in accordance with
applicable requirements for corporate audit committees. The
Audit Committee reviews and assesses the adequacy of its charter
on an annual basis.

The Audit Committee met nine times during 2006. The Audit
Committee schedules its meetings with a view to ensuring that it
devotes appropriate attention to all of its tasks. The Audit
Committees meetings include regular executive sessions
with our independent registered public accounting firm, without
the presence of our management. The Audit Committee reviewed our
key initiatives and programs aimed at strengthening the
effectiveness of our internal and disclosure control structure.

As described more fully in its charter, the purpose of the Audit
Committee is to assist our board of directors in its general
oversight of our financial reporting, internal control and audit
functions. Management is responsible for the preparation,
presentation and integrity of our consolidated financial
statements; accounting and financial reporting principles; and
internal controls and procedures designed to ensure compliance
with accounting standards, applicable laws and regulations.
Ernst & Young LLP, our independent registered public
accounting firm, is responsible for performing an independent
audit of our consolidated financial statements in accordance
with auditing standards generally accepted in the United States.

The Audit Committee members are not professional accountants or
auditors, and their functions are not intended to duplicate or
to certify the activities of management and our independent
registered public accounting firm, nor can the Audit Committee
certify that our independent registered public accounting firm
is independent under applicable rules. The Audit
Committee serves a board-level oversight role, in which it
provides advice, counsel and direction to management and our
independent registered public accounting firm on the basis of
the information it receives, its discussions with management and
our independent registered public accounting firm and the
experience of the Audit Committees members in business,
financial and accounting matters.

Among other matters, the Audit Committee monitors the activities
and performance of our independent registered public accounting
firm, including the audit scope, external audit fees, auditor
independence matters and the extent to which the independent
registered public accounting firm may be retained to perform
non-audit services. The Audit Committee and our board of
directors have ultimate authority and responsibility to select,
evaluate and, when appropriate, replace our independent
registered public accounting firm. The Audit Committee also
reviews the results of the audit work with regard to the
adequacy and appropriateness of our financial, accounting and
internal controls. The Audit Committee also covers various
topics and events that may have significant financial impact or
are the subject of discussions between management and the
independent registered public accounting firm. In addition, the
Audit Committee generally oversees our internal compliance
programs.

The Audit Committee has reviewed and discussed our consolidated
financial statements with management and our independent
registered public accounting firm. Management represented to the
Audit Committee that our consolidated financial statements were
prepared in accordance with U.S. generally accepted
accounting principles, and our independent registered public
accounting firm represented that its presentations included the
matters required to be discussed with the Audit Committee by
Statement on Auditing Standards No. 61, as amended,
Communication with Audit Committees.

Ernst & Young LLP, our independent registered public
accounting firm, also provided the Audit Committee with the
written disclosures and the letter required by Independence
Standards Board Standard No. 1, Independence
Discussions with Audit Committees, and the Audit Committee
discussed with Ernst & Young LLP the firms
independence.

Following the Audit Committees discussions with management
and Ernst & Young LLP, the Audit Committee recommended
that our board of directors include the audited consolidated
financial statements in our Annual Report on
Form 10-K
for the year ended December 31, 2006.

The following table sets forth the fees billed to us by
Ernst & Young LLP, our independent registered public
accounting firm, as of and for the years ended December 31,
2006 and 2005:

For the Years Ended

December 31,

2006

2005

Audit
fees(1)

$

937,000

$

1,037,900

Audit-related
fees(2)

30,000

35,000

Tax fees





All other fees





$

967,000

$

1,072,900

(1)

Audit fees billed by
Ernst & Young LLP in 2006 related to the audit of our
annual consolidated financial statements and internal control
over financial reporting under Section 404 of the
Sarbanes-Oxley Act of 2002; the review of our interim
consolidated financial statements included in our Quarterly
Reports on
Form 10-Q
for the periods ended March 31, June 30 and
September 30; and the provision of consents. Audit fees
billed by Ernst & Young LLP in 2005 related to the
audit of our annual consolidated financial statements and
internal control over financial reporting under Section 404
of the Sarbanes-Oxley Act of 2002; the review of our interim
consolidated financial statements included in our Quarterly
Reports on
Form 10-Q
for the periods ended March 31, June 30 and
September 30; attest services; the provision of comfort
letters; and the provision of consents.

(2)

Audit-related fees billed by
Ernst & Young LLP in 2006 and 2005 related to audits of
employee benefit plans.

It is the Audit Committees responsibility to review and
consider, and ultimately pre-approve, all audit and permitted
non-audit services to be performed by our independent registered
public accounting firm. In accordance with its charter, the
Audit Committee has established pre-approval policies with
respect to audit and permitted non-audit services to be provided
by our independent registered public accounting firm. The
following sets forth the primary principles of the Audit
Committees pre-approval policies:



The independent registered public accounting firm is not
permitted to perform consulting, legal, book-keeping, valuation,
internal audit, management functions, or other prohibited
services, under any circumstances;



The engagement of our independent registered public accounting
firm, including related fees, with respect to the annual audits
and quarterly reviews of our consolidated financial statements
is specifically approved by the Audit Committee on an annual
basis;



The Audit Committee reviews and pre-approves a detailed list of
other audit and audit-related services annually or more
frequently, if required. Such services generally include
services performed under the audit and attestation standards
established by regulatory authorities or standard setting bodies
and include services related to SEC filings, employee benefit
plan audits and subsidiary audits;



The Audit Committee reviews and pre-approves a detailed list of
permitted non-audit services annually or more frequently, if
required; and



The Audit Committee pre-approves each proposed engagement to
provide services not previously included in the approved list of
audit and non-audit services and for fees in excess of amounts
previously pre-approved.

The Audit Committee has delegated to the chairman of the Audit
Committee the authority to approve permitted services by the
independent registered public accounting firm so long as he
reports decisions to the Audit Committee at its next meeting.

All of the services covered under the captions Audit
Fees and Audit-Related Fees were pre-approved
by the Audit Committee.

The Audit Committee has appointed Ernst & Young LLP to
audit our 2007 consolidated financial statements.
Representatives of the firm will be available at the annual
meeting to make a statement, if they choose, and to answer
questions you may have.

The primary purpose of the Compensation Committee, composed
solely of independent directors, is to review our executive
compensation policies and strategies and to oversee and evaluate
our overall compensation structure and programs. The
Compensation Committees responsibilities include:



evaluating and approving goals and objectives relevant to the
compensation of our Chief Executive Officer and other executive
officers, and evaluating the performance of our executives
against those goals and objectives;



determining and approving the compensation for our Chief
Executive Officer;



evaluating and approving compensation of other executive
officers;



evaluating and approving all grants of equity-based compensation
to executive officers;

The Compensation Committee did not consult with an executive
compensation expert during 2006 for executive compensation, and
the Compensation Committee does not tie compensation decisions
to any particular range or level of total compensation paid to
executives at other companies. The Compensation Committee uses
compensation consultants from time to time to assist in the
development and evaluation of compensation policies and the
Compensation Committees determinations of compensation
awards. In 2006, a compensation consultant was used to asses and
evaluate the compensation of our independent directors. The role
of any compensation consultant is to provide independent,
third-party advice and expertise in executive compensation
issues as needed.

Overall
Program Objectives

We strive to attract, motivate and retain high-quality
executives by providing total compensation that is
performance-based and competitive with the various markets and
industries in which we compete for talent. We provide incentives
to advance the interests of stockholders and deliver levels of
compensation that are commensurate with performance. Overall, we
design our executive compensation program to:



support our corporate strategy and business plan by clearly
communicating goals and objectives to executives and by
rewarding achievement;



retain and recruit executive talent; and



create a strong performance alignment with stockholders.

We seek to achieve these objectives through three key
compensation elements:



a base salary;



a performance-based annual bonus (that constitutes short-term
incentives), which may be paid in cash, restricted stock units,
shares of stock or a combination of these; and



periodic grants of long-term, equity-based compensation (that
constitutes longer-term incentives), such as stock options
and/or
restricted stock units, which may be subject to time based
and/or
performance-based vesting requirements.

The Compensation Committee believes that this three-part
approach is consistent with programs adopted by similarly
situated companies and best serves the interests of our
stockholders. It enables us to meet the requirements of the
competitive environment in which we operate, while ensuring that
executive officers are compensated in a manner that advances
both the short and long-term interests of stockholders. Under
this approach, compensation for our executive officers involves
a high proportion of pay that is at
risk namely, the annual bonus and the value of
stock options and restricted stock units. Stock options
and/or
restricted stock units relate a significant portion of each
executives long-term remuneration directly to the stock
price appreciation realized by our stockholders.

Our executives participant in our 401(k) Savings Plan. We do not
sponsor or maintain a retirement plan or deferred compensation
plan for any of our employees.

In early 2006, the Compensation Committee approved an annual
bonus program that was intended to achieve two principle
objectives:



to continue to link compensation with performance, as measured
at the company and individual levels; and



to improve our ability to reward and differentiate based on
individual performance.

Compensation
Considerations

In making compensation decisions with respect to each element of
compensation, the Compensation Committee considers the
competitive market for executives and compensation levels
provided by comparable companies. The Compensation Committee
from time to time reviews the compensation practices at
companies with which it competes for talent, including
businesses engaged in activities similar to ours, such as,
entertainment companies or film, radio, television, or cable
music companies, as well consumer electronics companies and
publicly held businesses with a scope and complexity similar to
ours. The businesses chosen for comparison may differ from one
executive to the next depending on the scope and nature of the
business for which the particular executive is responsible.

The Compensation Committee does not attempt to set each
compensation element for each executive within a particular
range related to levels provided by industry peers. Instead, the
Compensation Committee uses market comparison as one factor in
making compensation decisions. Other factors considered when
making individual executive compensation decisions include
individual contribution and performance, reporting structure,
internal pay relationship, complexity and importance of roles
and responsibilities, leadership and growth potential.

Executive
Compensation Practices

Our practices with respect to each of the key compensation
elements identified above, as well as other elements of
compensation, are described below, followed by a discussion of
the specific factors considered in determining key elements of
the 2006 compensation for the named executive officers.

Base
Salary

Purpose. The objective of base salary is to
reflect job responsibilities, value to the Company and
individual performance with respect to market competitiveness.

Considerations. In 2006, base salaries for the
five executive officers named in the Summary Compensation Table
were determined by employment agreements with those officers.
These base salaries and the amount of any increase over these
salaries were determined by the Compensation Committee based on
a variety of factors, including:



the nature and responsibility of the position and, to the extent
available, salary norms for persons in comparable positions at
comparable companies;



the expertise of the individual executive;



the executives salary history;



the competitiveness of the market for the executives
services; and



the recommendations of our Chief Executive Officer (except in
the case of his own compensation).

Salaries are generally reviewed annually. In setting base
salaries, the Compensation Committee considers the importance of
linking a high proportion of the named executive officers
compensation to performance in the form of the annual bonus,
which is tied to both Company performance measures and
individual performance, as well as long term stock-based
compensation, which is tied to our stock price performance. The
amounts set forth in the employment agreements constitute the
minimum salaries.

Year 2006 Decisions. In 2006 all of the named
executive officers were employed pursuant to agreements
described under Potential Payments upon Termination or
Change-in-Control 
Employment Agreements

below. The base salaries of Messrs. Karmazin, Greenstein
and Frear were not changed in 2006. Effective February 1,
2006, Mr. Meyers base salary was increased to
$800,000 and Mr. Donnellys base salary was increased
to $400,000. These increases were based on the factors described
above.

Annual
Bonus for Named Executive Officers

Purpose. Our compensation program provides for
an annual bonus determined based upon performance. The objective
of this program is to incentivize individuals to achieve
specific goals that are intended to correlate closely with
growth of stockholder value and to compensate individuals upon
the achievement of such goals.

Early in each year the Compensation Committee, working with
senior management, sets performance goals for the year.
Performance against these goals determines overall bonus funding
for the Company and our executive officers. The goals
established for 2006 are discussed below
under  Year 2006 Decisions.



After the end of the year, the Compensation Committee, measures
our actual performance, based upon objective data, against the
performance goals established at the onset of the year, as well
as any relevant individual accomplishments to determine the
appropriate funding relative to the target bonus. In determining
the extent to which the pre-set performance goals are met for a
given period, the Compensation Committee exercises its judgment
whether to reflect or exclude the impact of changes in
accounting principles and extraordinary, unusual or infrequently
occurring events reported in our public filings and changes
approved from time to time by the board of directors outside of
the original plan for the year.



Thereafter, the Compensation Committee determines an aggregate
bonus pool based upon our performance. For named executive
officers (other than himself), our Chief Executive Officer
recommends individual bonus amounts taking into account overall
approved bonus funding and the contributions of each individual
during the year. These amounts are reviewed and discussed with
the Compensation Committee by our Chief Executive Officer. For
the Chief Executive Officer, the Compensation Committee reviews
the performance of the year and determines an appropriate bonus
amount.

Under the bonus plan, the Compensation Committee has discretion
as to whether annual bonuses for our named executive officers
will be paid in cash, restricted stock units or a combination
thereof. In general, our current practice is to pay bonuses 50%
in cash and 50% in restricted stock units. Any restricted stock
units that are awarded are granted under a long term incentive
plan approved by our stockholders. The Compensation Committee
also retains discretion, in appropriate circumstances, to grant
a higher bonus, lower bonus or no bonus at all.

Year 2006 Decisions. At the beginning of 2006,
the Compensation Committee established performance goals for
2006 bonuses based on: (1) end of period subscribers, and
(2) cash flow from operations with capital expenditures.
For 2006, the Compensation Committee gave equal weight to each
of these measures.

In setting these measures and determining the extent to which
they were satisfied, the Compensation Committee excluded the
impact of items (such as long term capital expenditures not
anticipated in the original plan and subsequently approved by
the board of directors) that it believed were not driven by the
current performance of executives or that, in the Compensation
Committees judgment, otherwise had a distorting positive
or negative impact relative to the performance of executives and
the established performance goals.

After the end of the year, the Compensation Committee determined
that the weighted performance for these metrics exceeded the
goals set at the beginning of the year.

we achieved positive free cash flow in the fourth quarter of
2006 for the first time in our history;



we more than doubled the number of original equipment
manufacturers subscribers during 2006; and



we entered into a variety of new and compelling programming
arrangements during 2006.

As a result of these determinations, the Compensation Committee
approved the bonus amounts set forth in the Summary Compensation
Table.

Long-term Incentive Compensation

Purpose. Our long-term incentive program provides a
periodic award (typically annual) that is performance based. The
objective of the program is to align compensation for named
executive officers over a multi-year period directly with the
interests of our stockholders by motivating and rewarding
actions that create or increase long-term stockholder value. The
level of long-term incentive compensation is determined based on
an evaluation of competitive factors in conjunction with total
compensation provided to named executive officers and the goals
of the compensation program described above.

Mix of Restricted Stock Units and Stock
Options. Our long-term incentive compensation
generally takes the form of stock options and restricted stock
units. The two forms of awards reward stockholder value creation
in different ways. Stock options (which have exercise prices
equal to the market price at the date of grant) reward named
executive officers only if the stock price increases. Restricted
stock units are affected by all stock price changes, so the
value to named executive officers is affected by both increases
and decreases in stock price.

In the case of normal annual grants, 100% of the total value of
a long-term compensation award typically takes the form of stock
options. In the case of new hire grants or contract renewals,
some portion of the total value may also be in the form of
restricted stock units.

Stock Options. Our long-term incentive program
calls for stock options to be granted with exercise prices of
not less than fair market value of our stock on the date of
grant and to vest proportionally over four years, if the
employee is still employed by us, with rare exceptions made by
the Compensation Committee. We define fair market value as the
stock price on the close of business on the day of grant for
existing employees and close of business the day before hire for
new hires. The Compensation Committee does not expect to grant
stock options with exercise prices below the market price of our
common stock on the date of grant. New option grants to named
executive officers normally have a term of ten years.

Vesting of Restricted Stock Units. Restricted
stock units granted as long-term incentive compensation to named
executive officers generally either (1) vest
proportionately on each anniversary of the grant for the first
four or five years if the employee is still employed by us, or
(2) vest on the fifth anniversary if the employee is still
employed by us, with accelerated vesting proportionately over
the first four years based on achievement of specific
performance criteria. These performance-based requirements and
vesting schedules do not relate to restricted stock units
granted in lieu of cash under our annual bonus program because
these bonus awards are already granted based on performance
under the annual bonus program. Restricted stock units granted
under the annual bonus program vest approximately one year after
the grant date.

Stock Ownership and Holding Policy. We do not
require specific ownership or holding requirements for named
executive officers.

Year 2006 Decisions. In 2006, the long-term
compensation awarded by the Compensation Committee to named
executive officers under the programs described above is
identified in the Grants of Plan-Based Awards Table for 2006.

Periodic Review. The Compensation Committee
intends to review both the annual bonus program and long-term
incentive program annually to ensure that their key elements
continue to meet the objectives described above. In determining
the annual grants of restricted stock units and options, the
Compensation Committee considered any contractual requirements,
market data on total compensation packages and, except in the
case of the Chief Executive Officer, the recommendations of the
Chief Executive Officer.

Perquisites
and Other Benefits

With limited exceptions, the Compensation Committee supports
providing perquisites and other benefits to named executive
officers that are substantially the same as those offered to our
other full time employees.

Total
Compensation

In making decisions with respect to any element of a named
executive officers compensation, the Compensation
Committee considers the total compensation that may be awarded
to the officer, including salary, annual bonus, long-term
incentives, and perquisites and other benefits. In addition, the
Compensation Committee considers the other benefits to which the
officer is entitled by the employment agreement, including
compensation payable upon termination of employment under a
variety of circumstances. In 2006, the Compensation Committee
reviewed tally sheets showing the total compensation potentially
payable to, and the benefits accruing to, each named executive
officer. The Compensation Committees goal is to award
compensation that is reasonable when all elements of potential
compensation are considered.

Compensation
of our Chief Executive Officer

In November 2004, our board of directors negotiated, and we
entered into, a five-year employment agreement with Mel Karmazin
to serve as our Chief Executive Officer. The material terms of
Mr. Karmazins employment agreement are described
below under Potential Payments Upon Termination and
Change-in-Control 
Employment Agreements  Mel Karmazin.

The terms of Mr. Karmazins employment were
established by negotiations between Mr. Karmazin and
members of our board of directors, including members of the
Compensation Committee. The board of directors and the
Compensation Committee did not retain an independent
compensation consultant specifically to advise them in the
negotiation of Mr. Karmazins compensation
arrangements or to assess the reasonableness of the compensation
arrangements. In assessing Mr. Karmazins
compensation, the Compensation Committee and our board of
directors evaluated:



Mr. Karmazins historical compensation; and



other publicly available compensation information for chief
executive officers that was prepared earlier by Frederick W.
Cook, Inc. at the request of the Compensation Committee as part
of the process of evaluating potential compensation for
Mr. Clayton if it wished to extend his employment as our
Chief Executive Officer.

Our board of directors and the Compensation Committee concluded
that, in their business judgment, Mr. Karmazins
profile, qualifications and experience, particularly in radio,
were uniquely suited for the Companys needs, and that the
compensation, including the base salary, stock option and
restricted stock components of the compensation, was, taken as a
whole, reasonable and appropriate under the circumstances.

In February 2007, the Compensation Committee awarded an annual
bonus to Mr. Karmazin of $3,000,000 in recognition of his
performance and our corporate performance relative to pre-set
levels of individual and corporate goals.
Mr. Karmazins bonus was paid in cash, not a
combination of cash and restricted stock units. In awarding
Mr. Karmazins bonus in cash, the Compensation
Committee considered his existing compensation arrangements and
the amount of our common stock currently owned by him as well as
stock options and restricted shares of common stock held by him.
The Compensation Committee concluded that
Mr. Karmazins interests were already highly aligned
with stockholders, and that an award of additional restricted
stock was not necessary to advance other corporate interests,
such as retention or alignment.

Section 162(m) of the Internal Revenue Code places a
$1 million per person limitation on the tax deduction we
may take for compensation paid to our Chief Executive Officer
and our four other highest paid executive officers, except that
compensation constituting performance-based compensation, as
defined by the Internal Revenue Code, is not subject to the
$1 million limit. The Compensation Committee reserves the
discretion to pay compensation that does not qualify for
exemption under Section 162(m) where the Compensation
Committee believes such action to be in the best interests of
our stockholders.

The following Report of the Compensation Committee of our
board of directors does not constitute soliciting material and
should not be deemed filed or incorporated by reference into any
other filings by us under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent we
specifically incorporate this Report by reference therein.

We have reviewed and discussed the Compensation Discussion and
Analysis with management. Based on our review and discussion
with management, we recommended that the board of directors
include the Compensation Discussion and Analysis in this proxy
statement and incorporate it by reference in the Companys
Annual Report on
Form 10-K
for the year ended December 31, 2006.

The following table provides information concerning total
compensation earned or paid to our Chief Executive Officer, our
Chief Financial Officer and our three other most highly
compensated executive officers who served in such capacities as
of December 31, 2006 for services rendered to us during the
past fiscal year. These five officers are referred to as the
named executive officers in this proxy statement.

Bonuses for
Messrs. Greenstein, Meyer, Donnelly and Frear were paid 50%
cash and 50% restricted stock units. The amount shown in the
Bonus column reflects the portion of the bonus for
2006 paid in cash. The portion of the bonus paid in restricted
stock units is reflected in the table Grants of Plan-Based
Awards for 2006 in the year granted, which will be the
year following that for which the bonus was earned.

(2)

Amounts represent expense
recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2006 in accordance with
Statement of Financial Accounting Standards No. 123
(revised 2004), Share-Based Payment
(SFAS No. 123R), disregarding estimates of
forfeitures related to service-based vesting conditions. Please
refer to Note 2 of the audited consolidated financial
statements in our Annual Report on
Form 10-K
for the year ended December 31, 2006 regarding assumptions
underlying valuation of equity awards. These dollar amounts
include amounts from awards granted in and prior to 2006.

(3)

Represents matching and profit
sharing contributions by us under our 401(k) savings plan. The
profit sharing contribution was $12,562 for each executive and
was paid in the form of shares of our common stock. All other
compensation for Mr. Meyer also includes amounts reimbursed
for temporary living and travel expenses including: $54,000 for
rent, $12,102 for travel, $2,928 for utilities, and $32,206 for
reimbursement of taxes associated with these expenditures, in
accordance with his employment agreement. Travel related
expenses include airfare, taxi/car services, and other
incidental travel related costs which are reimbursed based on
receipts provided to the Company.

The following table provides information with respect to equity
grants made during fiscal year 2006 to the named executive
officers.

All Other Option

All Other Stock

Awards: Number

Awards: Number

of Securities

of Shares of Stock

Underlying

Exercise or Base Price

Grant Date Fair Value

or Units(1)

Options

of Option Awards

of Stock and Option Awards

Name

Grant Date

(#)

(#)(2)

($/Sh)(3)

($)(4)

Mel Karmazin











Scott A. Greenstein

2/1/2006

61,296





350,000

2/1/2006

70,053





400,003

James E. Meyer

2/2/2006



1,350,000

5.54

3,927,838

4/16/2006

300,000





1,596,000

Patrick L. Donnelly

2/1/2006

35,026





199,998

2/1/2006



120,000

5.71

353,630

David J. Frear

2/1/2006

39,405





225,003

(1)

The stock awards granted on
February 1, 2006 represent that portion of the 2005 bonus
which was paid 50% in restricted stock units. These restricted
stock units vested on February 15, 2007. The stock awards
granted to Mr. Meyer on April 16, 2006 vested on
April 16, 2007.

(2)

Option awards granted to
Messrs. Meyer and Donnelly vest proportionally over four
years and have a term of 10 years.

(3)

The exercise price of each option
is equal to the fair market value, or closing price, of our
common stock on the date of grant.

(4)

The aggregate grant date fair value
of restricted stock unit and stock option awards were computed
in accordance with SFAS No. 123R. The assumptions used
in the valuation are discussed in Note 2 to our audited
consolidated financial statements for the year ended
December 31, 2006.

The following table provides information with respect to the
status of all unexercised options and outstanding restricted
stock and restricted stock units awarded to each of the named
executive officers at December 31, 2006. The grants listed
in the Grants of Plan-Based Awards for 2006 table also appear in
this table.

Option Awards

Stock Awards

Equity

Incentive

Equity

Plan Awards:

Incentive Plan

Equity Incentive

Market or

Awards:

Plan Awards:

Payout Value

Number of

Number of

Number of

Number of

of Unearned

Securities

Securities

Securities

Number of

Market Value

Unearned

Shares, Units

Underlying

Underlying

Underlying

Shares or Units

of Shares or

Shares, Units or

or Other

Unexercised

Unexercised

Unexercised

of Stock That

Units of Stock

Other Rights

Rights That

Options

Options

Unearned

Option Exercise

Have Not

That Have not

That Have Not

Have Not

(#)

(#)

Options

Price

Option Expiration

Vested

Vested

Vested

Vested

Name

Exercisable

Unexercisable

(#)

($)

Date

(#)(6)

($)(7)

(#)

($)

Mel
Karmazin(1)

12,000,000

18,000,000



4.72

11/17/2014

1,800,000

6,372,000





Scott A.
Greenstein(2)



450,000



3.14

12/31/2007

317,000

1,122,180





1,000,000





3.14

5/5/2014

300,000

1,062,000





416,666

833,334



6.60

8/8/2015

61,296

216,988





James E.
Meyer(3)

33,334





1.04

12/31/2007

300,000

1,062,000





66,666

1.04

8/11/2013

70,053

247,988





600,000





3.14

12/31/2007











1,350,000



5.54

2/2/2016









50,000





6.75

12/14/2011









Patrick L.
Donnelly(4)

16,666





1.04

8/11/2013

35,026

123,992







120,000



5.71

2/1/2016









400,000





7.50

5/1/2011









100,000





7.61

5/1/2011









David J.
Frear(5)

1,150,000





1.85

8/11/2013

300,000

1,062,000





233,333

466,667



6.61

8/10/2015

39,405

139,494





(1)

Outstanding equity awards for
Mr. Karmazin vest proportionally over five years from the
date of grant on November 18, 2004.

(2)

Outstanding equity awards for
Mr. Greenstein vest as follows: unexercisable options
granted at an exercise price of $3.14 vested on March 15,
2007 as a result of the satisfaction of performance targets for
the year ended December 31, 2006; exercisable options
granted at an exercise price of $3.14 vested immediately on the
date of grant on May 5, 2004; options granted at an
exercise price of $6.60 vest proportionally over three years
from the date of grant on August 8, 2005; 317,000
restricted stock units vested on April 15, 2007; 300,000
restricted stock units vest on August 8, 2007; and 61,296
restricted stock units vested on February 15, 2007.

(3)

Outstanding equity awards for
Mr. Meyer vest as follows: options granted at an exercise
price of $1.04 vested proportionally over three years on
July 1, 2004, July 1, 2005 and July 1, 2006;
options granted at an exercise price of $3.14 vested either on
March 15, 2006 or April 16, 2006 as a result of the
satisfaction of performance targets for the year ended
December 31, 2005; options granted at an exercise price of
$5.54 vest proportionally over four years from the date of grant
on February 2, 2006; options granted at an exercise price
of $6.75 vested 50% on the date of grant on December 14,
2001 and 25% per year thereafter; 300,000 restricted stock
units vested on April 16, 2007; and 70,053 restricted stock
units vested on February 15, 2007.

(4)

Outstanding equity awards for
Mr. Donnelly vest as follows: options granted at an
exercise price of $1.04 vested proportionally over three years
on July 1, 2004, July 1, 2005 and July 1, 2006;
options granted at an exercise price of $5.71 vest
proportionally over four years from the date of grant on
February 1, 2006; options granted at an exercise price of
$7.50 vested 41.25% on the date of grant on May 1, 2001,
19.75% on October 15, 2001, 19.5% on April 15, 2002
and 19.5% on October 15, 2002; options granted at an
exercise price of $7.61 vested immediately on the date of grant
on May 1, 2001; and 35,026 restricted stock units vested on
February 15, 2007.

(5)

Outstanding equity awards for
Mr. Frear vest as follows: options granted at an exercise
price of $1.85 vested either proportionally over three years on
July 1, 2004, July 1, 2005, and July 1, 2006, on
March 15, 2004 as a result of the satisfaction of
performance targets for the year ended December 31, 2003,
or on March 15, 2005 as a result of the satisfaction of
performance targets for the year ended December 31, 2004;
options granted at an exercise price of $6.61 vest
proportionally over three years from the date of grant on
August 10, 2005; 300,000 restricted stock units vest on
March 15, 2008 if certain performance criteria established
for the fiscal year ending December 31, 2007 are met; and
39,405 restricted stock units vested on February 15, 2007.

(6)

Vesting and payment of all
restricted stock units reflected above will be accelerated upon
the death of the executive officer or upon a triggering event
following a change in control, as defined under the
Companys stock incentive plans, or upon the occurrence of
an event that triggers immediate vesting of the outstanding
awards under the executives employment agreement.

(7)

Amount is based on the closing
price of our common stock of $3.54 on December 29, 2006.

The following table provides information with respect to option
exercises and restricted stock and restricted stock units that
vested during 2006.

Option Awards

Stock Awards

Number of Shares Acquired

Number of Shares Acquired on

on
Exercise(1)

Value Realized on Exercise

Vesting(2)

Value Realized on Vesting

Name

(#)

($)

(#)

($)

Mel Karmazin





600,000

2,430,000

Scott A. Greenstein

1,350,000

1,430,730

670,667

3,470,649

James E. Meyer

1,300,000

1,587,740

848,512

4,441,042

Patrick L. Donnelly

1,733,334

5,476,989

1,226,914

5,480,851

David J. Frear





624,905

2,800,184

(1)

These options would have expired on
December 31, 2006.

(2)

Includes the portion of the 2004
bonus that was granted as restricted stock units to all named
executive officers, except Mr. Karmazin. Such restricted
stock units were granted on March 7, 2005 and vested on
February 28, 2006.

We have entered into an employment agreement with each of our
executive officers, which contain provisions regarding payments
upon a termination of change of control.

Mel
Karmazin.

In November 2004, we entered into a five-year agreement with Mel
Karmazin to serve as our Chief Executive Officer. We pay
Mr. Karmazin a base salary of $1,250,000 per year, and
annual bonuses in an amount determined each year by the
Compensation Committee of our board of directors.

Pursuant to our agreement with Mr. Karmazin, his stock
options and shares of restricted stock will vest upon his
termination of employment for good reason, upon his death or
disability and in the event of a change in control. In the event
Mr. Karmazins employment is terminated by us without
cause, his unvested stock options and shares of restricted stock
will vest and become exercisable, and he will receive his
current base salary for the remainder of the term and any earned
but unpaid annual bonus. In the event that any payment we make,
or benefit we provide, to Mr. Karmazin would be deemed to
be an excess parachute payment under
Section 280G of the Internal Revenue Code such that he
would be subject to an excise tax, we have agreed to pay
Mr. Karmazin the amount of such tax and such additional
amount as may be necessary to place him in the exact same
financial position that he would have been in if the excise tax
was not imposed.

Scott A.
Greenstein.

Mr. Greenstein has agreed to serve as our President,
Entertainment and Sports, through July 2009. For the fiscal year
ending December 31, 2006, Mr. Greensteins salary
was $700,000. As of February 1, 2007, we pay
Mr. Greenstein an annual salary of $800,000.

If Mr. Greensteins employment is terminated without
cause or he terminates his employment for good reason, he is
entitled to receive a lump sum payment equal to (1) his
base salary in effect from the termination date through July
2009 and (2) any annual bonuses, at a level equal to 60% of
his base salary, that would have been customarily paid during
the period from the termination date through July 2009. In the
event Mr. Greensteins employment is terminated
without cause or he terminates his employment for good reason,
we are also obligated to continue his medical, dental, and life
insurance benefits for eighteen months following his
termination. Medical, dental, and life insurance benefits will
continue through July 2009 if the time period at termination is
longer than eighteen months.

If, following the occurrence of a change in control,
Mr. Greenstein is terminated without cause or he terminates
his employment for good reason, we are obligated to pay
Mr. Greenstein the lesser of (1) four times his base
salary and (2) 80% of the multiple of base salary, if any,
that our Chief Executive Officer would be entitled to receive
under his or her employment agreement if he or she was
terminated without cause or terminated for good reason following
such change in control. We are also obligated to continue
Mr. Greensteins medical, dental, and life insurance
benefits, or pay him an amount sufficient to replace these
benefits, until the third anniversary of his termination date.

In the event that any payment we make, or benefit we provide, to
Mr. Greenstein would be deemed to be an excess
parachute payment under Section 280G of the Internal
Revenue Code such that he would be subject to an excise tax, we
have agreed to pay Mr. Greenstein the amount of such tax
and such additional amount as may be necessary to place him in
the exact same financial position that he would have been in if
the excise tax was not imposed.

James E.
Meyer.

Mr. Meyer has agreed to serve as our President, Sales and
Operations, until April 16, 2007. For the fiscal year
ending December 31, 2006, Mr. Meyers salary was
$800,000. As of February 1, 2007, we pay Mr. Meyer an
annual salary of $900,000. We are in discussions with
Mr. Meyer regarding a new employment agreement.

Pursuant to Mr. Meyers previous employment agreement,
in the event Mr. Meyers employment was terminated
without cause or he terminated his employment for good reason,
we were obligated to continue his medical and dental insurance
benefits for eighteen months following his termination.

Pursuant to Mr. Meyers previous employment agreement,
if, following the occurrence of a change in control,
Mr. Meyer was terminated without cause or he terminated his
employment for good reason, we were obligated to pay
Mr. Meyer the lesser of (1) four times his base
salary, and (2) 80% of the multiple of base salary, if any,
that our Chief Executive Officer would be entitled to receive
under his or her employment agreement if he or she was
terminated without cause or terminated for good reason following
such change of control. We were also obligated to continue
Mr. Meyers medical, dental, and life insurance
benefits, or pay him an amount sufficient to replace these
benefits, until the third anniversary of his termination date.

In the event that any payment we made, or benefit we provided,
to Mr. Meyer would be deemed to be an excess
parachute payment under Section 280G of the United
States Internal Revenue Code such that he would be subject to an
excise tax, we had agreed to pay Mr. Meyer the amount of
such tax and such additional amount as may be necessary to place
him in the exact same financial position that he would have been
in if the excise tax were not imposed.

Patrick
L. Donnelly.

Mr. Donnelly has agreed to serve as our Executive Vice
President, General Counsel and Secretary, through April 2007.
For the fiscal year ending December 31, 2006,
Mr. Donnellys salary was $400,000. As of
February 1, 2007, we pay Mr. Donnelly an annual base
salary of $450,000. We are in discussions with Mr. Donnelly
regarding a new employment agreement.

If Mr. Donnellys employment is terminated without
cause or he terminates his employment for good reason, we are
obligated to pay Mr. Donnelly his annual salary and the
annual bonus last paid to him and to continue his medical and
life insurance benefits for one year.

In the event that any payment we make, or benefit we provide, to
Mr. Donnelly would be deemed to be an excess
parachute payment under Section 280G of the Internal
Revenue Code such that he would be subject to an excise tax, we
have agreed to pay Mr. Donnelly the amount of such tax and
such additional amount as may be necessary to place him in the
exact same financial position that he would have been in if the
excise tax was not imposed.

David J.
Frear.

Mr. Frear has agreed to serve as our Executive Vice
President and Chief Financial Officer through July 2008. For the
fiscal year ending December 31, 2006, Mr. Frears
salary was $450,000. As of February 1, 2007, we pay
Mr. Frear an annual salary of $525,000.

If Mr. Frears employment is terminated without cause
or he terminates his employment for good reason, we are
obligated to pay Mr. Frear his annual salary and the annual
bonus last paid to him and to continue his medical and life
insurance benefits for one year.

In the event that any payment we make, or benefit we provide, to
Mr. Frear would be deemed to be an excess parachute
payment under Section 280G of the Internal Revenue
Code such that he would be subject to an excise tax, we have
agreed to pay Mr. Frear the amount of such tax and such
additional amount as may be necessary to place him in the exact
same financial position that he would have been in if the excise
tax was not imposed.

Potential
Payments

If a triggering event
and/or
termination of employment had occurred as of December 31,
2006, we estimate that the value of the benefits under the
employment agreements would have been as follows:

Lump Sum

Accelerated

Continuation of

Severance

Equity

Insurance

Payment

Vesting(1)

Benefits(2)

Tax Gross-Up

Total

Name

Conditions for payouts

($)

($)

($)

($)

($)

Mel Karmazin

Upon death, disability or change in
control.



6,372,000





6,372,000

Termination without cause or for
good reason.

4,810,274

6,372,000





11,182,274

Scott A. Greenstein

Termination without cause or for
good reason.

3,066,575



43,503



3,110,078

If following the occurrence of a
change in control, termination without cause or for good reason.

1,614,032

2,581,168

52,144



4,247,344

James E. Meyer

Termination without cause or for
good reason.





18,752



18,752

If following the occurrence of a
change in control, termination without cause or for good reason.

1,844,608

1,309,988

52,144



3,206,740

Patrick L. Donnelly

Termination without cause or for
good reason.

800,000



12,731



812,731

If following the occurrence of a
change in control, termination without cause or for good reason.

800,000

123,992

12,731



936,723

David J. Frear

Termination without cause or for
good reason.

900,000



12,731



912,731

If following the occurrence of a
change in control, termination without cause or for good reason.

Assumes that unvested equity would
vest upon a change in control as stated in the Companys
stock incentive plans. Amounts were calculated based on the
closing price of our common stock on December 29, 2006 of
$3.54.

(2)

Assumes that benefits would be
continued under COBRA for up to 18 months at current rates;
thereafter assumes rate of two times current employer costs.

The following table provides compensation information for the
year ended December 31, 2006 for each of our non-employee
directors.

Change in

Pension Value of

Non-Qualified

Fee Earned

Non-Equity

Deferred

or Paid

Stock

Option

Incentive Plan

Compensation

All Other

in Cash

Awards(1)(2)

Awards(1)(3)

Compensation

Earnings

Compensation(4)

Total

Name

($)

($)

($)

($)

($)

($)

($)

Joseph P. Clayton



1,133,666

2,258,962





11,936

3,404,564

Leon D. Black

24,000

27,200

34,997







86,197

Lawrence F. Gilberti

44,000

27,200

34,997







106,197

James P. Holden

44,000

27,200

34,997







106,197

Warren N. Lieberfarb

24,000

27,200

34,997







86,197

Michael J. McGuiness

24,000

27,200

34,997







86,197

James F. Mooney

44,000

27,200

34,997







106,197

(1)

Amounts represent expense
recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2006 in accordance with
SFAS No. 123R, disregarding estimates of forfeitures
related to service-based vesting conditions. Please refer to
Note 2 of the audited consolidated financial statements in
our Annual Report on Form 10-K for the year ended
December 31, 2006 regarding assumptions underlying
valuation of equity awards. These dollar amounts include amounts
from awards granted in and prior to 2006.

The following table sets forth information as of
December 31, 2006 regarding the number of shares of our
common stock to be issued under outstanding options, warrants or
rights, the weighted average exercise price of such outstanding
options, warrants or rights, and the securities remaining
available for issuance under our equity compensation plans that
have been approved and not approved by our security holders.

EQUITY
COMPENSATION PLAN INFORMATION

Number of securities to be

Weighted average

issued upon exercise of

exercise price of

Number of securities remaining

outstanding options,

outstanding options,

available for future issuance under

warrants or rights

warrants or rights

equity compensation
plans(1)

Plan Category

(#)

($)

(#)

Equity compensation plans approved
by security
holders(2)

75,879,109

5.26

86,524,458

Equity compensation plans not
approved by security holders







Total

75,879,109

5.26

86,524,458

(1)

Under the Amended and Restated
Sirius Satellite Radio 2003 Long-Term Stock Incentive Plan an
aggregate of 240,000,000 shares of our common stock are
available for grants.

(2)

Our stockholders have approved the
Amended and Restated Sirius Satellite Radio 2003 Long-Term Stock
Incentive Plan, the Sirius Satellite Radio 1999 Long-Term Stock
Incentive Plan, our Amended and Restated 1994 Stock Option Plan
and our Amended and Restated 1994 Directors
Nonqualified Stock Option Plan. The number of securities to be
issued upon exercise includes restricted stock units which have
a weighted average exercise price of $0.

Our board of directors currently has eight members, all of whom
are standing for re-election at this years annual meeting.
Directors serve until the next annual meeting of stockholders or
until the director is succeeded by another director who has been
duly elected and qualified. Each of the nominated directors has
agreed to serve if elected. However, if for some reason any of
the nominees is unable to accept nomination or election, it is
intended that shares represented by proxies will be voted for
such substitute nominee as designated by our board of directors.
Biographical information for each of the nominees is presented
below.

Leon D. Black, age 55, has been a director since
June 2001. Mr. Black is one of the founding principals of
Apollo Advisors, L.P., which manages investment capital on
behalf of institutions. He is also the founder of Apollo Real
Estate Advisors, L.P. From 1977 to 1990, Mr. Black worked
at Drexel Burnham Lambert Incorporated, where he served as
Managing Director, head of the Mergers & Acquisitions
Group and co-head of the Corporate Department. Mr. Black is
a director of United Rentals, Inc. Mr. Black is a trustee
of The Museum of Modern Art, Mt. Sinai Hospital, The
Metropolitan Museum of Art, Lincoln Center for The Performing
Arts, Prep for Prep, The Asia Society and Dartmouth College.

Joseph P. Clayton, age 57, has served as chairman of
our board of directors since November 2004 and as a director
since November 2001. He served as our Chief Executive Officer
from November 2001 through November 2004. Mr. Clayton
served as President of Global Crossing North America, a global
internet and long distance services provider, from September
1999 until November 2001. Mr. Clayton also served as a
member of the board of directors of Global Crossing Ltd. from
September 1999 until May 2002. From August 1997 to September
1999, Mr. Clayton was President and Chief Executive Officer
of Frontier Corporation, a Rochester, New York-based national
provider of local telephone, long distance, data, conferencing
and wireless communications services, which was acquired by
Global Crossing in September 1999. Prior to joining Frontier,
Mr. Clayton was Executive Vice President, Marketing and
Sales  Americas and Asia, of Thomson S.A., a leading
consumer electronics company. Mr. Clayton is a member of
the board of directors of Transcend

Services Inc., a trustee of Bellarmine University and a member
of the advisory board of Indiana University School of Business.

Lawrence F. Gilberti, age 56, has been a director
since September 1993. Since June 2000, Mr. Gilberti has
been a partner in the law firm of Reed Smith LLP; from May 1998
through May 2000, he was of counsel to that firm. From August
1994 to May 1998, Mr. Gilberti was a partner in the law
firm of Fischbein Badillo Wagner & Harding.

James P. Holden, age 55, has been a director since
August 2001. From October 1999 until November 2000,
Mr. Holden was the President and Chief Executive Officer of
DaimlerChrysler Corporation, a subsidiary of DaimlerChrysler AG,
one of the worlds largest automakers. Prior to being
appointed President in 1999, Mr. Holden held numerous
senior positions within Chrysler Corporation during his
19-year
career at the Company. Since March 2007, Mr. Holden has
been the Non-Executive Chairman of Meridian Automotive, a
privately held auto supply company. Mr. Holden is a
director of Speedway MotorSports, Inc.

Mel Karmazin, age 63, has served as our Chief
Executive Officer and a member of our board of directors since
November 2004. Prior to joining us, Mr. Karmazin was
President and Chief Operating Officer and a member of the board
of directors of Viacom Inc. from May 2000 until June 2004. Prior
to joining Viacom, Mr. Karmazin was President and Chief
Executive Officer of CBS Corporation from January 1999 and a
director of CBS Corporation from 1997 until its merger with
Viacom in May 2000. He was President and Chief Operating Officer
of CBS Corporation from April 1998 through December 1998.
Mr. Karmazin joined CBS Corporation in December 1996
as Chairman and Chief Executive Officer of CBS Radio and served
as Chairman and Chief Executive Officer of the CBS Station Group
(Radio and Television) from May 1997 to April 1998. Prior to
joining CBS Corporation, Mr. Karmazin served as
President and Chief Executive Officer of Infinity Broadcasting
Corporation from 1981 until its acquisition by
CBS Corporation in December 1996. Mr. Karmazin served
as Chairman, President and Chief Executive Officer of Infinity
from December 1998 until the merger of Infinity Broadcasting
Corporation with Viacom in February 2001.

Warren N. Lieberfarb, age 63, has been a director
since September 2003. Mr. Lieberfarb is the Chairman and
Chief Executive Officer of Warren N. Lieberfarb &
Associates LLC, a media, entertainment and technology consulting
and investment firm. From 1984 until December 2002,
Mr. Lieberfarb was President of Warner Home Video, a
subsidiary of Warner Bros. Entertainment and a global leader in
the creation, distribution, and marketing of theatrical motion
pictures and television programming on video/DVD.
Mr. Lieberfarb currently serves on the Board of Directors
and Board of Trustees of the American Film Institute and chairs
its Entrepreneurial Committee. He also serves on the Board of
Directors and is Vice Chairman of MOD Systems, a retail systems
provider enabling in-store digital signage, sampling and
fulfillment of music and video content. He is currently on the
University of Pennsylvania Library Board of Overseers, the
Undergraduate Executive Committee of The Wharton School, and
previously was a member of the Universitys Board of
Trustees from 2001 to 2005. Mr. Lieberfarb is also a member
of the Academy of Motion Pictures Arts and Sciences.

Michael J. McGuiness, age 43, has been a director
since June 2003. Mr. McGuiness is currently a private
investor. From 1994 through January 2007, Mr. McGuiness was a
principal and portfolio manager at W.R. Huff Asset Management
Co., L.L.C. In 2005, Mr. McGuiness was instrumental in the
initiation of the Huff leveraged products business and
subsequently assumed the additional role of co-head of the Huff
Structured Product Group. During his tenure at Huff,
Mr. McGuiness also held senior analyst positions covering
media, broadcasting and cable companies. Mr. McGuiness has
previously served as a director of Telewest plc and Chairman of
the Adelphia Communications Official Committee of Unsecured
Creditors. Mr. McGuiness is a Chartered Financial Analyst.

James F. Mooney, age 52, has been a director since
July 2003. Since December 2004, Mr. Mooney has been
chairman of the board of directors of RCN Corporation, a
provider of bundled telephone, cable and high speed internet
services. Mr. Mooney is also chairman of the board of
directors of Virgin Media Inc. From April 2001 to September
2002, Mr. Mooney was the Executive Vice President and Chief
Operating Officer of Nextel Communications Inc., a provider of
wireless communications services. From January 2000 to January
2001, Mr. Mooney was the Chief Executive Officer and Chief
Operating Officer of Tradeout Inc., an asset

management firm owned jointly by General Electric Capital, Ebay
Inc. and Benchmark Capital. From March 1999 to January 2000,
Mr. Mooney was the Chief Financial Officer/Chief Operating
Officer at Baan Company, a business management software
provider. From 1980 until 1999, Mr. Mooney held a number of
positions with IBM Corporation, including Chief Financial
Officer of the Americas.

The board of directors unanimously recommends a vote
FOR each of the nominees.

The board of directors has selected Ernst & Young LLP
as our independent registered public accountants for 2007. As
such, Ernst & Young LLP will audit and report on our
financial statements for the fiscal year ending
December 31, 2007.

Representatives of Ernst & Young LLP are expected to be
present at the annual meeting. They will have an opportunity to
make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.

The board of directors unanimously recommends a vote
FOR the ratification of Ernst & Young LLP
as our independent registered public accountants for 2007.

Our board of directors does not intend to present, or have any
reason to believe others will present, any items of business
other than the election of directors and ratification of our
independent registered public accountants. If other matters are
properly brought before the annual meeting, the persons named in
the accompanying proxy will vote the shares represented by it in
accordance with the recommendation of our board of directors.

The annual meeting of Sirius stockholders is scheduled for
9:00 a.m., New York City time, on Thursday, May 24,
2007, in The Auditorium at The Equitable Center, 787 Seventh
Avenue, New York, New York 10019.

Transfer
Agent and Registrar

The transfer agent and registrar for the Companys common
stock is:

The Bank
of New York

Shareholder Relations Department

P.O. Box 11258

Church Street Station

New York, New York 10286

1-800-524-4458

Shareowners@bankofny.com

Send Certificates For Transfer and Address Changes To:

Receive and Deliver Department

P.O. Box 11002

Church Street Station

New York, New York 10286

www.stockbny.com

Independent
Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, New York 10036

Sirius common stock is listed on The NASDAQ Global Select Market
under the symbol SIRI.

SIRIUS SATELLITE RADIO INC. ADMISSION TICKET 2007 ANNUAL MEETING OF STOCKHOLDERS THURSDAY, MAY 24,
2007 9:00 A.M. TO BE HELD AT THE EQUITABLE CENTER THE AUDITORIUM 787 SEVENTH AVENUE NEW YORK, NEW
YORK THIS TICKET MUST BE PRESENTED TO ENTER THE MEETING SIRIUS SATELLITE RADIO INC. Proxy Solicited
on behalf of the Board of Directors of Sirius Satellite Radio Inc. The undersigned hereby appoints
Patrick L. Donnelly and Ruth A. Ziegler, and each of them, proxies, with full power of substitution
in each of them, for and on behalf of the undersigned to vote as proxies, as directed and permitted
herein to vote the undersigneds shares of Sirius Satellite Radio common stock (including any
shares of common stock which the undersigned has the right to direct the proxies to vote under the
Sirius Satellite Radio Inc. 401(k) Savings Plan) at the Annual Meeting of Stockholders of SIRIUS
SATELLITE RADIO INC. to be held on Thursday, May 24, 2007, at 9:00 A.M., in the Auditorium at The
Equitable Center, 787 Seventh Ave, New York, New York, and at any adjournments thereof upon matters
set forth in the Proxy Statement and, in their judgment and discretion, upon such other business as
may properly come before the meeting. This proxy when properly executed will be voted in the manner
directed on the reverse hereof by the Stockholder. If no direction is made, this proxy will be
voted FOR all nominees and FOR Proposal 2. (Continued and to be dated and signed on the reverse
side) SIRIUS SATELLITE RADIO INC. P.O. BOX 11492 NEW YORK, N.Y. 10203-0492